THIRD DIVISION

[G.R. No. 181676. June 11, 2014.]

ASIAN CONSTRUCTION AND DEVELOPMENT CORPORATION,

petitioner, vs. SANNAEDLE CO., LTD., respondent.

DECISION

PERALTA, J : p

Before the Court is a Petition for Review on Certiorari under Rule 45 of the Rules of
Court seeking the reversal of the Decision 1 and Resolution, 2 dated April 25, 2006
and February 6, 2008, respectively, of the Court of Appeals (CA) in CA-G.R. CV No.
71916.

The facts follow.

This case stemmed from a Complaint 3 for Sum of Money filed by respondent
against petitioner. The complaint alleged that petitioner and respondent executed a
Memorandum of Agreement wherein respondent was engaged to supply and erect
insulated panel systems at various pavilions at the Philippine Centennial Exposition
Theme Park, specifically for the Phase I Project, for an agreed amount of
US$3,745,287.94.

Pursuant to the Memorandum of Agreement, petitioner made various payments

amounting to US$3,129,667.32 leaving a balance of US$615,620.33. Respondent
claims that it made several written demands for petitioner to pay the said balance,
but the latter continuously refused to heed its plea.

Thereafter, petitioner filed its Answer with Counterclaim. 4

Respondent then moved for judgment on the pleadings on the ground that the
Answer admitted all material allegations of the Complaint and, therefore, failed to
tender an issue. Thus, respondent deems that petitioner's Answer, in effect,
admitted the existence of the Memorandum of Agreement and its failure to pay the
balance despite repeated demands.

In a Judgment 5 dated October 6, 2000, the Regional Trial Court (RTC) of Makati
City rendered judgment in favor of respondent. Pertinent portions of said decision
read:

In claiming that the Answer of the [petitioner] failed to tender an issue,

[respondent] argued that the present action is for collection of the amount
of US$615,620.33 with interest at the rate of 12% per annum, which
amount represents the balance of the payment under the Memorandum of
Agreement, Annex B of the Complaint entered into between [respondent]
 and [petitioner] which was not denied in the Answer. [Respondent] further
claimed that in a letter dated February 2, 2000, Annex C of the Complaint, it
demanded payment of the said amount of US$615,620.33 and in reply
thereto, [petitioner] stated in part

"We refer to your letter dated February 2, 2000 regarding the

US$2,635,333.00 balance unpaid claim of SANNAEDLE. CcTHaD

xxx xxx xxx

2. Phase I Contract

While we recognize being obligated to this amount, we do not

have at the moment the capability to pay it. This is because
our financial position has been severely affected by the
freezing of the government of all our collectibles on EXPO
projects including the P80M (approx. US$2.0M) from DPWH
intended to pay the cost increment of reverting back the use
of Sannaedle in Phase I.

xxx xxx xxx

The partial amount of about US$1.4M paid by ASIAKONSTRUKT

to Sannaedle in excess of its allocated budget of US$1.745M
actually came from its own source and initiatives. This effort
made by ASIAKONSTRUKT significantly reduced the balance
due Sannaedle to only US$615,620.33.

xxx xxx xxx

The Court notes that in the Answer with Counterclaim of the [petitioner], the
execution of the Memorandum of Agreement, Annex B of the Complaint was
admitted (paragraph 13, Answer). Further, it did not deny specifically the
claim of the [respondent] of being entitled to collect the said amount of
US$615,620.33. 6

xxx xxx xxx

WHEREFORE, judgment is rendered in favor [of] the [respondent] and

[petitioner] is ordered to pay [respondent] the amount of US$615,620.33
with interest thereon at the rate of 12% per annum from February 2, 2000
until fully paid.

No pronouncement as to costs.

SO ORDERED. 7

Petitioner filed a motion for reconsideration against said decision. However, the
same was denied in an Order 8 dated December 13, 2000.

Thus, petitioner filed an appeal before the CA.

On April 25, 2006, the CA rendered its assailed Decision which disposed as follows:

WHEREFORE, the instant appeal is DISMISSED. The judgment of the

Regional Trial Court of Makati City, Branch 138, dated October 6, 2000, is
hereby AFFIRMED.

Costs against the [petitioner].

SO ORDERED. 9

Petitioner filed a motion for reconsideration, but the CA denied it in a Resolution

dated February 6, 2008.

Hence, the present petition wherein petitioner raises this sole issue for our
resolution: whether or not judgment on the pleadings is proper.

Petitioner contends that the judgment on the pleadings is not proper, because it
raised special and affirmative defenses in its Answer. It asserts that with this specific
denial, a genuine issue of fact had been joined to the extent that a judgment on the
pleadings could not be made.

For its part, respondent counters that petitioner's Answer admitted the material
allegations of its complaint regarding the cause of action, which is collection of sum
of money. Respondent emphasizes that assuming petitioner's defense of
respondent's lack of capacity to sue has a leg to stand on, still, the same cannot
prevent respondent from seeking the collection of petitioner's unpaid balance. ESacHC

The Court finds the petition bereft of merit.

Judgment on the pleadings is governed by Section 1, Rule 34 of the 1997 Rules of

Civil Procedure which reads:

Sec. 1. Judgment on the pleadings. Where an answer fails to

tender an issue, or otherwise admits the material allegations of
the adverse party's pleading, the court may, on motion of that
party, direct judgment on such pleading. However, in actions for
declaration of nullity or annulment of marriage or for legal separation, the
material facts alleged in the complaint shall always be proved. 10

Judgment on the pleadings is proper when an answer fails to tender an issue, or

otherwise admits the material allegations of the adverse party's pleading. An
answer fails to tender an issue if it does not comply with the requirements of a
specific denial as set out in Sections 8 11 and 10, 12 Rule 8 of the 1997 Rules of Civil
Procedure, resulting in the admission of the material allegations of the adverse
party's pleadings. 13

This rule is supported by the Court's ruling in Mongao v. Pryce Properties

Corporation 14 wherein it was held that "judgment on the pleadings is governed by
Section 1, Rule 34 of the 1997 Rules of Civil Procedure, essentially a restatement of
Section 1, Rule 19 of the 1964 Rules of Court then applicable to the proceedings
before the trial court. Section 1, Rule 19 of the Rules of Court provides that where
an answer fails to tender an issue, or otherwise admits the material allegations of
the adverse party's pleading, the court may, on motion of that party, direct
judgment on such pleading. The answer would fail to tender an issue, of course, if it
does not comply with the requirements for a specific denial set out in Section 10 (or
Section 8) of Rule 8; and it would admit the material allegations of the adverse
party's pleadings not only where it expressly confesses the truthfulness thereof but
also if it omits to deal with them at all." 15

Further, in First Leverage and Services Group, Inc. v. Solid Builders, Inc., 16 this
Court held that where a motion for judgment on the pleadings is filed, the essential
question is whether there are issues generated by the pleadings. In a proper case for
judgment on the pleadings, there is no ostensible issue at all because of the failure
of the defending party's answer to raise an issue. The answer would fail to tender
an issue, of course, if it does not deny the material allegations in the complaint or
admits said material allegations of the adverse party's pleadings by confessing the
truthfulness thereof and/or omitting to deal with them at all. 17

Here, it is irrefutable that petitioner acknowledged having entered into a

Memorandum of Agreement with respondent and that it still has an unpaid balance
of US$615,620.33.

We note that respondent's complaint for a sum of money is based mainly on the
alleged failure of petitioner to pay the balance of US$615,620.33 under the
Memorandum of Agreement. Quoting petitioner's Answer, it is obvious that it
admitted the foregoing material allegations in paragraphs 3, 4 and 5 of the
complaint, which states as follows:

3. The [Petitioner] ASIAN CONSTRUCTION AND DEVELOPMENT

CORPORATION ("ASIAKONSTRUKT" for brevity), is a corporation duly
incorporated under the laws of the Philippines, with capacity to sue and be
sued, and with business address at the Second Floor, Union Ajinomoto
Building, Sen. Gil Puyat Avenue, Makati City, and within the jurisdiction of this
Honorable Court; and where it may be served with summons and other
court processes of this Honorable Court. cIACaT

4. That the [respondent] and the [petitioner] entered into a

Memorandum of Agreement in Makati City, within the jurisdiction
of this Honorable Court, dated February 17, 1998, wherein the
[Petitioner] corporation agreed with and ordered the herein
[Respondent], as Contractor, to design and install INSUPANEL
SYSTEMS at various pavilions, etc. at expo projects site; and
specifically for the Phase I project at an agreed amount of
US$3,745,287.94 (Par. 2.1). A xerox copy of this Memorandum of
Agreement dated February 17, 1998 between [Respondent] and [Petitioner]
consisting of six (6) pages, is attached hereto as Annex B and made an
integral part hereof.

5. That pursuant to this Memorandum of Agreement (Exhibit B)

and contract price of US$3,745,287.94, various payments have
 been made by [Petitioner] Corporation on this Phase I project
totaling US$3,129,667.32, thus leaving a balance of
US$615,620.33. 18

While petitioner allegedly raised affirmative defenses, i.e., defect in the certification
of non-forum shopping, no legal capacity to sue and fortuitous event, the same
cannot still bar respondent from seeking the collection of the unpaid balance. Other
than these affirmative defenses, petitioner's denial neither made a specific denial
that a Memorandum of Agreement was perfected nor did it contest the genuineness
and due execution of said agreement.

We, therefore, sustain the CA and quote with approval the well-reasoned findings
and conclusions of the appellate court contained in its Decision, to wit:

The [respondent's] cause of action for collection of Sum of Money is

founded mainly on the Memorandum of Agreement validly executed by both
parties.ISHCcT

First, the allegations in the [petitioner's] Answer do not make out a specific
denial that a Memorandum of Agreement was perfected between the
parties. Second, the [respondent] does not contest the due execution
and/or genuineness of said Memorandum of Agreement. In fact, paragraph
13 of the Answer categorically admits paragraphs 4 and 5 of the Complaint.

In its Answer, the [petitioner] offered the following defenses, to wit:

19. The complaint should be dismissed on the ground that

[respondent's] certification of non-forum shopping is
defective. Rule 7, Section 5 of the 1997 Revised Rules of Civil
Procedure . . .

22. [Respondent] has no legal capacity to sue, as it is a

foreign corporation doing business in the Philippines without a
valid license. . . .

27. The unexpected default of FCCC on its obligations to

[petitioner] on account of the Senate Blue Ribbon Committee
investigation was a fortuitous event which suspended, if not
extinguished [petitioner's] obligation to FCCC.

In essence, the [petitioner] justifies its refusal to tender payment of the

balance of US$615,620.33 to the [respondent], to the failure of the First
Centennial Clark Corporation (FCCC) to comply with its obligations to
ASIAKONSTRUKT which [it] characterizes as a fortuitous event.

The defenses raised by [petitioner] cannot prevent the [respondent] from

seeking the collection of the amount of US$615,620.33. The express terms
of the Memorandum of Agreement, the genuineness and due execution of
which are not denied by the [petitioner]. It cannot assert the said defenses
in order to resist the [respondent's] claim for the aforesaid sum of money,
especially where it has been sufficiently shown by the allegations of the
 Complaint and the Answer that the [petitioner] is clearly liable for the
payment thereof. 19

WHEREFORE, the instant petition is DENIED. The Decision dated April 25, 2006
and Resolution dated February 6, 2008 of the Court of Appeals are hereby
AFFIRMED.

SO ORDERED.

Velasco, Jr., Villarama, Jr., * Mendoza and Leonen, JJ., concur.

Footnotes

* Designated Acting Member, per Special Order No. 1691 dated May 22, 2014.

1. Penned by Associate Justice Amelita G. Tolentino, with Associate Justices Juan Q.

Enriquez, Jr. and Vicente S. E. Veloso, concurring; rollo, pp. 23-33.

2. Id. at 35-37.

3. Id. at 39-45.

4. Id. at 79-88.

5. Id. at 100-103.

6. Id. at 100-101.

7. Id. at 103.

8. Id. at 113.

9. Id. at 32. (Emphasis in the original)

10. Emphasis supplied.

11. Section 8. How to contest such documents. When an action or defense is

founded upon a written instrument, copied in or attached to the corresponding
pleading as provided in the preceding section, the genuineness and due execution
of the instrument shall be deemed admitted unless the adverse party, under oath,
specifically denies them, and sets forth what he claims to be the facts, but the
requirement of an oath does not apply when the adverse party does not appear to
be a party to the instrument or when compliance with an order for an inspection
of the original instrument is refused.

12. Section 10. Specific denial. A defendant must specify each material allegation
of fact the truth of which he does not admit and, whenever practicable, shall set
forth the substance of the matters upon which he relies to support his denial.
Where a defendant desires to deny only a part of an averment, he shall specify so
much of it as is true and material and shall deny only the remainder. Where a
defendant is without knowledge or information sufficient to form a belief as to the
truth of a material averment made to the complaint, he shall so state, and this shall
 have the effect of a denial.

13. Government Service Insurance System v. Prudential Guarantee and Assurance,

Inc., G.R. Nos. 165585 and 176982, November 20, 2013.

14. 504 Phil. 472 (2005).

15. Id. at 480. (Citations omitted)

16. G.R. No. 155680, July 2, 2012, 675 SCRA 407.

17. Id. at 418.

18. Rollo, pp. 40-41. (Emphasis supplied)

19. Id. at 31-32. (Italics in the original)